$koan Form 8-K - Current report
Source: Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 20, 2024
Resonate Blends, Inc.
(Exact name of registrant as specified in its charter)
Nevada 000-21202 58-1588291
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
26565 Agoura Road, Suite 200
Calabasas, CA
91302
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: 571-888-0009
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
? Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
? Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
? Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
? Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: None
Emerging growth company ?
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ?
Item 1.01. Entry Into a Material Definitive Agreement.
On February 20, 2024, Resonate Blends, Inc. (the “Company”) entered into a Share Exchange Agreement (the “Exchange Agreement”) with Emergent Health Corp., a Wyoming corporation (hereinafter referred to as “EMGE”), and the holders (the “EMGE Preferred Shareholders) of Series Class A Preferred Stock, the Series C Convertible Non-Voting Preferred Stock and the Class F Preferred Stock of EMGE (the “EMGE Equity Interests”).
The Exchange Agreement provides that at the closing (the “Closing”), subject to the terms and conditions set forth in the Exchange Agreement, the EMGE Preferred Shareholders will exchange all of their respective EMGE Equity Interests for an equal number of issued and outstanding shares of preferred stock, of the Company, which will consist of a series of preferred stock that shall convert into 93% of the common stock of the Company on a fully diluted basis and the current shareholders of the Company owning approximately 7% of the fully-diluted capitalization of the Company, assuming certain convertible Company debt has converted at $0.035 per share, prior to Closing.
The Closing of the Exchange Agreement is subject to the satisfaction or, if permitted by applicable law, waiver, by the Company, EMGE, and the EMGE Preferred Shareholders, or all of various conditions. These conditions include, without limitation, (i) the Company shall have entered into a separate agreement for the sale of Resonate Blends, LLC and Entourage Labs, LLC to Geoffrey Selzer in exchange for a promissory note, (ii) $500,000 shall have been raised and payments made to prior counsel; and (iii) certain other customary conditions.
After Closing, the following actions are to be taken as stated in the Exchange Agreement:
? The current Board of Directors of the Company shall submit their respective resignations, and a new Board of Directors of the Company shall be installed by appointment or vote of shareholders.
? The new Board of Directors shall appoint new officers of the Company.
? The Company shall engage in a redomicile to the State of Delaware and reorganize pursuant to §251(g) of the Delaware General Corporation Law.
? Resonate Blends, LLC and Entourage Labs, LLC shall be sold to Geoffrey Selzer in exchange for a promissory note, with the amount currently in negotiation.
? A name change shall be effectuated amending the name of the Company.
